Document/Exhibit Description Pages Size
1: 10-K Annual Report 27± 117K
2: EX-4 Instrument Defining the Rights of Security Holders 71± 279K
3: EX-10 Material Contract 2± 11K
4: EX-10 Material Contract 160± 372K
5: EX-12 Statement re: Computation of Ratios 1 6K
6: EX-21 Subsidiaries of the Registrant 1 5K
7: EX-23 Consent of Experts or Counsel 1 9K
8: EX-24 Power of Attorney 2± 10K
9: EX-24 Power of Attorney 1 7K
10: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended December 31, 1995.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to .
Commission File Number 1-9157
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-1157778
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
227 Church Street, New Haven, CT 06510
(Address of principal executive offices) (Zip Code)
(203) 771-5200
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
Common stock-par value $1 per share New York and Pacific Stock Exchanges
Rights to purchase common stock New York and Pacific Stock Exchanges
(Currently traded with common stock)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X. No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
At February 29, 1996, 65,261,643 common shares were outstanding.
At February 29, 1996, the aggregate market value of the voting stock
held by non-affiliates was $2,665,600,545.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's combined Proxy Statement and 1995 Annual
Report to Shareholders dated March 20, 1996 issued in connection with
the 1996 Annual Meeting of Shareholders [Part II and Part III]
1
TABLE OF CONTENTS
Item Page
PART I
1. Business......................................................... 3
2. Properties....................................................... 12
3. Legal Proceedings................................................ 13
4. Submission of Matters to a Vote of Security Holders.............. 13
PART II
5. Market for the Registrant's Common Stock and Related
Stockholder Matters............................................ 15
6. Selected Financial Data......................................... 15
7. Management's Discussion and Analysis of Financial Condition
and Operating Results.......................................... 15
8. Financial Statements and Supplementary Data..................... 15
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............................ 15
PART III
10. Directors and Executive Officers of the Registrant.............. 15
11. Executive Compensation.......................................... 15
12. Security Ownership of Certain Beneficial Owners and Management.. 15
13. Certain Relationships and Related Transactions.................. 15
PART IV
14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K. 16
See page 14 for "Executive Officers of the Registrant"
2
PART I
Item 1. Business
GENERAL
Southern New England Telecommunications Corporation
("Corporation") was incorporated in 1986 under the laws of the
State of Connecticut and has its principal executive offices at
227 Church Street, New Haven, Connecticut 06510 (telephone number
(203) 771-5200). The Corporation is a holding company engaged
through its subsidiaries in operations principally in Connecticut
with expanded cellular services in Rhode Island and certain areas
in Massachusetts. The Corporation has business units in the
following telecommunications product groups: wireline; wireless;
and information and entertainment. Wireline includes The
Southern New England Telephone Company's telecommunications
services; SNET America, Inc. (providing national and
international long-distance services to Connecticut customers);
and SNET Diversified Group, Inc. (providing premium
telecommunications services and the selling and leasing of
communications equipment to residential and business customers).
Wireless includes SNET Cellular, Inc., SNET Mobility, Inc. and
SNET Paging, Inc. (providing cellular (wholesale and retail),
personal communications and paging resale services). Information
and entertainment includes directory publishing, advertising and
multimedia services. Non-telecommunications services include
SNET Real Estate, Inc. (engaging in leasing commercial real
estate) and the holding company (engaging in financial and
strategic planning).
WIRELINE
The Southern New England Telephone Company's Telecommunications
Services
The Southern New England Telephone Company ("Telephone Company"),
a local exchange carrier ("LEC"), was incorporated in 1882 under
the laws of the State of Connecticut and is engaged in providing
telecommunications services in Connecticut, most of which are
subject to various degrees of rate regulation. These
telecommunications services include: local and intrastate toll
services; network access service, which links customers' premises
to the facilities of other carriers; and other services such as
digital transmission of data and transmission of radio and
television programs, packet switched data network and private
line services.
In 1995, approximately 70% of the Corporation's consolidated
revenues and sales were derived from the Telephone Company's rate
regulated telecommunications services. The remainder was derived
principally from the Corporation's other subsidiaries, directory
publishing operations, and activities associated with the
provision of facilities and non-access services to interexchange
carriers. About 71% of the operating revenues from rate
regulated services were attributable to intrastate operations,
with the remainder attributable to interstate access services.
The Telephone Company is subject to the jurisdiction of the
Federal Communications Commission ("FCC") with respect to
interstate rates, services, access charges and other matters,
including the prescription of a uniform system of accounts. The
FCC also prescribes the principles and procedures (referred to as
"separations procedures") used to separate investments, revenues,
expenses, taxes and reserves between the interstate and
intrastate jurisdictions. In addition, the FCC has adopted
accounting and cost allocation rules for the separation of costs
of regulated from non-regulated telecommunications services for
interstate ratemaking purposes. The Telephone Company's
interstate services have been
3
subject to price cap regulation since January 1991. Price caps
are a form of incentive regulation to limit prices and improve
productivity. The price cap plan sets maximum limits on prices and
requires LECs to share earnings in excess of authorized levels.
The Telephone Company, in providing telecommunications services
in Connecticut, is subject to regulation by the Connecticut
Department of Public Utility Control ("DPUC"), which has
jurisdiction with respect to intrastate rates and services and
other matters such as the approval of accounting procedures and
the issuance of securities. The DPUC has adopted accounting and
cost allocation rules for intrastate ratemaking purposes, similar
to those adopted by the FCC, for the separation of costs of
regulated from non-regulated activities. The Telephone Company's
intrastate services have been subject to the traditional rate of
return regulation. In 1996, the DPUC issued a decision that
replaces traditional rate of return regulation with alternative
(price based) regulation to be employed during the transition to
full competition [see State Regulatory Initiatives].
Competition
Connecticut's telecommunications industry continues to move
toward a fully competitive marketplace brought about by
legislative and regulatory initiatives during recent years. As a
result of these initiatives, the Corporation is experiencing
increased competition from interexchange carriers and competitive
access providers with respect to the wireline's (Telephone
Company's) existing services. Management supports bringing to
customers the benefits of competition and affording all
competitors the opportunity to compete fairly. As demand
increases for telecommunications services in an increasingly
competitive environment, the Corporation continues to seek growth
opportunities beyond its traditional services.
In May 1994, the State of Connecticut Legislature enacted Public
Act 94-83 ("Act"), providing a new regulatory framework for the
Connecticut telecommunications industry. The Act, which took
effect on July 1, 1994, represents a broad strategic response to
the changes facing the telecommunications industry in Connecticut
based on the premise that broader participation in the
Connecticut telecommunications market will be more beneficial to
the public than will broader regulation. The Act opens
Connecticut telecommunications services to full competition,
including local exchange service currently provided primarily by
the Telephone Company, and encourages the DPUC to adopt
alternative forms of regulation for telephone companies,
including the Telephone Company.
The DPUC has conducted, and is conducting, a number of
proceedings, in phases, to implement the Act. In the competitive
phase, the DPUC addressed competition in the areas of: local
exchange service; alternative operator services and customer
owned coin operated telephone service; universal service and
lifeline program policy issues; unbundling of LECs' local
networks; and reclassification of LECs' products and services
into non-competitive, emerging competitive and competitive
categories. During the alternative regulation phase, the DPUC
issued a decision replacing traditional rate of return regulation
with alternative (price based) regulation to be employed during
the transition to full competition. In addition, the alternative
regulation phase involved a complete financial review of the
Telephone Company and addressed cost of service, capital recovery
and service standards [see State Regulatory Initiatives].
The Telephone Company's regulated services are subject to
competition from companies and carriers, including competitive
access providers, that construct and operate their own
communications systems and networks, as well as from companies
that resell the telecommunications systems and networks of
underlying carriers. Over 85 telecommunications providers have
received approval from the DPUC to
4
offer "10XXX" or other competitive intrastate long-distance services.
In addition, over 35 companies have filed for initial certificates of
public convenience and necessity and are awaiting DPUC approval. The
reduction in intrastate toll rates, and the increasingly
competitive intrastate toll market continue to place significant
downward pressure on intrastate toll revenues. Also contributing
to lower intrastate toll revenues is the implementation of
intrastate equal access for all dual preferred interexchange
carrier ("PIC") capable switches by December 1, 1996. Although
the DPUC ordered the Telephone Company to bear its proportionate
share of the costs to deploy the dual PIC technology, the DPUC
added the estimated 1996 average net toll revenue loss to the
cost recovery formula. These costs will be recovered through an
intrastate equal access rate element on the presubscribed lines
of all carriers.
Since the introduction of "10XXX" competition, major carriers
have increased their marketing efforts in Connecticut to sell
intrastate long-distance services to Connecticut customers. In
response to competitors' efforts, the Telephone Company has
undertaken a number of initiatives. The Telephone Company
remains focused on providing excellent customer service and
quality products and has made several changes to its product
lines.
Throughout 1995, the Telephone Company, with its affiliate, has
enhanced several discount calling plans in its High Volume
Discount Toll service offering and realigned its discount and
rate structures to provide Connecticut customers with SNET All
Distance[SM], a seamless toll service product line which includes a
discount structure that combines intrastate, interstate and
international calling. One such product, SNET All Distance
Simple Solutions[SM], was made available to small business and
residence customers beginning in September 1995. This easy-to-
understand calling plan provides simple, competitive rates with a
sliding discount based on calling volume.
Concerning competition for local exchange service, seven
telecommunications providers have been granted a certificate of
public convenience and necessity for local service and one
additional application is pending before the DPUC. The effect of
increased competition on the Corporation's operating results
cannot be predicted at this time. While some customers may
purchase services from competitors, the Corporation expects that
most competitors will utilize the Telephone Company's network and
that increased network access revenues will offset a portion of
local service revenues lost to competition. The Corporation's
ability to compete continues to depend upon regulatory reform
that will allow pricing flexibility to meet competition and
provide a level playing field with similar regulation for similar
services and with reduced regulation to reflect an emerging
competitive marketplace. Local service competition began in
early 1996.
Regulatory Matters
State Regulatory Initiatives
In March 1996, the DPUC issued a decision that replaces
traditional rate of return regulation with alternative (price
based) regulation to be employed during the transition to full
competition. The decision contains the following major items:
price cap regulation for non-competitive services; a five year
monitoring period on financial results; and a price cap formula
on services categorized as non-competitive (utilizing an
inflation factor, a 5% productivity offset, a narrowly defined
exogenous factor, a potential service quality adjustment and
various pricing bands). In addition, basic local service rates
for residence, business and coin are frozen until January 1,
1998, at which time the price cap formula becomes effective for
these services. The decision also authorized a rate of return on
the Telephone Company's common equity of 11.90% during the
monitoring period. The impact of these changes on the Telephone
Company's operating results will depend on the timing of
classifying the various products and services into categories
(non-competitive, emerging competitive and competitive) for
pricing (banding)
5
changes. As of December 31, 1995, the Telephone Company's rate of return
was below the 11.90% threshold.
On July 5, 1995, the Telephone Company filed a tariff with the
DPUC to offer wholesale local service and certain related
features. The service provides competitive local exchange
carriers with an alternative to building facilities or
constructing a ubiquitous network to meet their local service
coverage obligations. On December 20, 1995, the DPUC, in a final
decision, established interim rates for unbundled network
elements and wholesale local service. The rates will remain in
effect until the Telephone Company files revised cost studies
during the second quarter of 1996.
Federal Regulatory Initiatives
On February 1, 1996, the U.S. Congress passed legislation that
created broad changes in telecommunications law and regulation
nationwide. The primary thrust of this legislation opens local
telecommunications markets to competition and allows the Regional
Bell Operating Companies to provide long-distance services. In
addition, the legislation permits telecommunications companies to
enter the cable television business and eases cable regulation.
The FCC is required to adopt terms and conditions to implement
the legislation in the near term.
The majority of the federal legislation is consistent with
legislation enacted by the State of Connecticut in 1994. Public
Act 94-83 opened the Connecticut telecommunications market to
competition, and the DPUC is nearing completion of the
implementation proceedings. Certain provisions of the federal
legislation relating to the prices the Telephone Company charges
competitors for services could, however, have the effect of
producing below cost prices, therefore necessitating the
development of a significantly larger universal service fund than
previously anticipated. If there are conflicts between state and
federal law for LECs, including the Telephone Company, with less
than 2% of the nationwide access lines, federal law prevails
subject to a waiver and modification process included in the
federal legislation. The DPUC may grant a waiver or modification
of the federal law that is consistent with the public interest
and avoids a significant adverse economic impact on users or a
requirement that is unduly economically burdensome or technically
infeasible.
Under price cap regulation, the FCC adopted an interim plan in
1995 for interstate access rates, requiring LECs to incorporate
higher productivity targets into their rates. The interim plan
requires LECs to choose from among three productivity factors:
4.0%, 4.7% or 5.3%. The selected factor is subtracted from
inflation-based price increases allowed each year to account for
increasing productivity. If either the 4.0% or 4.7% factor is
chosen, LECs must share 50% of earnings above a 12.25% rate of
return. In addition, all earnings above 13.25% and 16.25%,
respectively, will be returned. If the 5.3% factor is chosen,
all earnings can be retained without sharing. In addition,
companies are required to reinitialize their price cap index
("PCI") on a one-time basis by reducing the PCI by 0.7% for each
prior year in which they elected the 3.3% factor. The maximum PCI
reduction over the four year price cap period would therefore be
2.8%. The Telephone Company has elected a 3.3% productivity
factor each year since entering price cap regulation in 1991.
Accordingly, the Telephone Company is required to reinitialize
its PCI downward by 2.8%. The Telephone Company has joined a
number of other LECs in filing an appeal with the D.C. Circuit
Court of Appeals challenging the lawfulness of this interim plan.
A decision on this appeal is expected in 1996.
In September 1995, the FCC released two further notices of
proposed rulemaking that sought comment on changes to the
established price cap plan including productivity measurements,
sharing, common line formula, exogenous costs and necessary price
cap rule changes to respond to a competitive environment for
LECs. In response to the FCC, the Telephone Company commented
that rule changes are required to
6
allow price cap LECs to compete with alternate providers. The FCC
is expected to adopt new price cap rules in 1996.
The Telephone Company's 1995 annual interstate access tariff
filing under price cap regulation took effect August 1, 1995.
The Telephone Company elected a 4.0% productivity factor and was
allowed to earn up to a 12.25% interstate rate of return annually
before any sharing is required. This filing, which was approved
by the FCC, incorporated rate reductions of approximately $10
million in decreased interstate network access revenues for the
period August 1, 1995 to June 30, 1996. Management expects this
decrease to be partially offset by increased demand. As of
December 31, 1995, the Telephone Company's interstate rate of
return was below the 12.25% threshold.
The Telephone Company's 1994 annual interstate access tariff
filing under price cap regulation took effect July 1, 1994. The
Telephone Company elected a 3.3% productivity factor and was
allowed to earn up to a 12.25% interstate rate of return annually
before any sharing is required. This filing, which was approved
by the FCC, incorporated rate reductions of approximately $7
million in decreased annual interstate network access revenues
for the period July 1, 1994 to June 30, 1995. This decrease was
offset by increased demand.
The Telephone Company will file its 1996 annual interstate access
tariff on April 2, 1996 to become effective July 1, 1996. The
filing will adjust interstate access rates for an experienced
rate of inflation, the FCC's productivity target and exogenous
cost changes, if any. The Telephone Company does not anticipate
changing its 4.0% productivity factor election for the next
tariff period.
Since January 1, 1988, the Telephone Company has utilized an FCC
approved, company-specific Cost Allocation Manual ("CAM"), which
apportions costs between regulated and non-regulated activities,
and describes transactions between the Telephone Company and its
affiliates. In addition, the FCC requires larger LECs, including
the Telephone Company, to undergo an annual independent audit to
determine whether the LEC is in compliance with its approved CAM.
The Telephone Company has received audit reports for 1988 through
1994 indicating it is in compliance with its CAM, and is
currently undergoing an audit for the year 1995.
Capital Expenditures
The network access lines provided by the Telephone Company to
customers' premises can be interconnected with the access lines
of other telephone companies in the United States and with
telephone systems in most other countries. The following table
sets forth, for the Telephone Company, the number of network
access lines in service at the end of each year:
1995 1994 1993 1992 1991
Network Access Lines in
Service (thousands) 2,073 2,009 1,964 1,937 1,922
7
The Telephone Company has been making, and expects to continue to
make, significant capital expenditures to meet the demand for
regulated telecommunications services and to further improve such
services [see discussion of I-SNET[SM] in Item 2. Properties].
The total gross investment in telephone plant increased from
approximately $3.6 billion at December 31, 1990 to approximately
$4.2 billion at December 31, 1995, after giving effect to
retirements, but before deducting accumulated depreciation at
either date. Since 1991, cash expended for capital additions was
as follows:
Dollars in millions,
For the Years Ended 1995 1994 1993 1992 1991
Cash Expended for
Capital Additions $280 $235 $232 $269 $296
In 1995, the Telephone Company funded its cash expenditures for
capital additions entirely through cash flows from operations.
In 1996, capital additions are expected to be approximately $349
million. The Telephone Company expects to fund substantially all
of its 1996 capital additions through cash flows from operations.
SNET America, Inc.
SNET America, Inc. ("SNET America") was incorporated in 1993
under the laws of the State of Connecticut. SNET America resells
a complete range of interstate and international long-distance
services to Connecticut customers, including calling card and
"800" service, along with volume discount plans such as SNET All
Distance Simple Solutions[SM], a calling plan for small business
and residence customers. SNET America began offering service in
the third quarter of 1993.
On April 13, 1994, the DPUC approved a joint marketing
arrangement between the Telephone Company and SNET America
enabling the Telephone Company to sell SNET America's interstate
and international services, and SNET America to sell the
Telephone Company's intrastate products and services. This
arrangement enabled the Corporation to satisfy its customers'
long-distance calling needs with a single point of contact
through the SNET All Distance[SM] service offerings.
SNET Diversified Group, Inc.
SNET Diversified Group, Inc. ("Diversified") was incorporated in
1986 under the laws of the State of Connecticut in order to
identify and develop new, non-regulated business opportunities.
The majority of Diversified's activities is the offering of
premium services, such as information and enhanced network-
related services. Another activity is leasing and selling
customer premises equipment ("CPE") to residential and small
business customers. Key telephone systems and related products
are offered and maintained which are complementary to the
Telephone Company's central office-based solutions.
Diversified faces significant competition from numerous
department store, discount store, and business equipment
retailers that carry CPE. Diversified has differentiated its
product line from its competitors by offering a wide array of
quality products including leasing options.
8
WIRELESS
The Corporation provides cellular (wholesale and retail),
personal communications and paging resale services in
Connecticut, Rhode Island and certain areas in Massachusetts,
through its subsidiaries SNET Cellular, Inc. ("Cellular"), SNET
Mobility, Inc. ("Mobility") and SNET Paging, Inc. ("Paging").
SNET Cellular, Inc.
Cellular was incorporated in 1985 under the laws of the State of
Connecticut. In 1990, Cellular formed the Springwich Cellular
Limited Partnership ("Springwich") with four other partners.
Springwich is authorized to provide wholesale cellular radio
telecommunications services in the Hartford, New Haven, New
London, and Fairfield, Connecticut New England County
Metropolitan Areas ("NECMAs") and in the Springfield,
Massachusetts NECMA. Springwich also is licensed to provide
cellular wholesale service in three Rural Service Areas, Windham
and Litchfield Counties in Connecticut and Franklin County in
Massachusetts.
In July 1995, Cellular purchased from Bell Atlantic Corporation
("Bell Atlantic"), NYNEX Corporation ("NYNEX") and Richmond
Telephone Company, for approximately $456 million in aggregate,
certain cellular properties in Rhode Island and New Bedford and
Pittsfield, Massachusetts, and an increased interest in
Springwich. In total, these acquisitions expanded the cellular
service area by approximately 2.3 million POPs (population
equivalents) to approximately 5.5 million POPs along the Boston
to New York corridor. Under the new partnership structure,
Cellular holds a 98.6% partnership interest in Springwich.
Cellular has "roamer agreements" with other carriers which allow
the carriers' subscribers access to Cellular's network and allow
Cellular's subscribers access to other networks throughout the
United States and Canada.
Cellular is currently subject to FCC jurisdiction. During 1994,
the Massachusetts Department of Public Utility deregulated
cellular services pursuant to congressional legislative action.
In August 1994, the DPUC filed a petition with the FCC to
continue rate regulation of wholesale cellular services. The FCC
denied the DPUC petition on May 19, 1995 and state regulation
effectively ended June 19, 1995. However, the DPUC and the
Attorney General of Connecticut filed on July 13, 1995
a petition for review with the U.S. Court of Appeals.
In its filings, the DPUC claimed that the FCC had made its
decision to end regulation based on a set of factors that were
inconsistent with the standards that states were told would
govern their petitions. In late July 1995, Cellular filed a
motion for intervention with the U.S. Court of Appeals ("Court")
stating that the reinstitution of the DPUC's regulatory authority
at a time when Cellular is subject to increasing competition from
firms that are not subject to DPUC rate regulation, would hamper
Cellular's ability to respond to such competition. Briefs on the
petition for review were filed with the Court and a hearing was
held on October 31, 1995 and a final decision is expected in
early 1996.
During 1994, the FCC issued a spectrum plan allocating radio
spectrum to be licensed for the provision of new personal
communications services ("PCS"). As a result of the plan,
licenses for separate blocks of spectrum were auctioned to
potential PCS providers in geographic areas of the United States
through 1996. Various telecommunications groups, including
primarily all the nation's largest telephone companies, competed
for licenses to offer PCS in markets including Cellular's
coverage area. These blocks of spectrum could be used to provide
a range of wireless services including advanced paging, wireless
data services and two-way voice communications. The Corporation
did not participate in these auctions since it had adequate
spectrum to provide competitive services.
9
In July 1995, Bell Atlantic and NYNEX completed the merger of
their cellular service properties. This combination created the
largest wireless service provider on the East Coast and the
second largest provider in the United States.
Cellular expects increasing competition from new alliances and
the impact from auctions of PCS licenses. Cellular has made and
will continue to make investments in network expansion and
enhancements in order to effectively meet the needs of its
subscribers.
SNET Mobility, Inc.
Mobility was incorporated in 1985 under the laws of the State of
Connecticut under its predecessor's name SNET MobileCom, Inc.
Mobility purchases wholesale cellular communications service from
Springwich and resells cellular communications service to the
retail market under the registered trademark LINX[R] in Springwich's
service area.
During 1995, Mobility conducted various market trials of personal
communication services. This service incorporates a Local
Service Area (LSA) concept where subscribers may choose their
county of service at a favorable rate in contrast to traditional
cellular service, which is made available at peak and offpeak
rates for entire cellular markets. Included was a trial for the
SNET Personal Phone Service[SM] in Hartford and Fairfield,
Connecticut counties with approximately 1,000 participants.
Based on trial results, a formal product launch took place in
February 1996. Mobility is the first to market this service in
its franchise area.
Mobility markets its services through its internal sales force
and through agreements with third-party distributors and dealers.
Mobility anticipates continuing competition from local, regional
and national resellers. Over the past few years, intense
competition for new subscribers has led to increases in selling
and promotional costs. Mobility anticipates that this trend will
continue into the foreseeable future. In response to this
competition, Mobility continues to increase the number and
quality of its distribution channels, price aggressively and
introduce both creative customer acquisition programs and
differentiated value-added services.
SNET Paging, Inc.
Paging was incorporated in February 1990 under the laws of the
State of Connecticut. Paging launched service on April 1, 1991.
On June 30, 1995, Paging and a subsidiary completed the sale of
substantially all of its paging network assets and the
subsidiary's reseller accounts, to Paging Network of New York,
Inc. Paging will retain its retail accounts and will continue,
as a reseller, to market paging services under its Page 2000[R]
brand name.
INFORMATION AND ENTERTAINMENT
Publishing Operations
The Telephone Company's publishing operations produces and
distributes traditional paper products including White and Yellow
Pages directories throughout Connecticut and adjacent
communities. To strategically widen its business focus and
position itself for the future, the publishing operations is
introducing new electronic publishing services, such as SNET
Access[SM], Consumer Tips and Electronic Yellow Pages. On June 30,
1994, the DPUC lifted a restriction which prohibited the
Telephone
10
Company from developing and providing electronic information
services, including electronic publishing services.
Key trends affecting publishing revenues include the Connecticut
economy and competition. Publishing revenues, a significant
portion of which reflect directory contracts entered into in the
prior year, continue to remain sensitive to the Connecticut
economy, which is in the early stages of recovery. In addition,
the Connecticut advertising marketplace is undergoing major
structural changes and is becoming increasingly more fragmented
and competitive. The publishing division faces increased
competition from non-traditional services such as on-line
services, desktop publishing, electronic shopping services, CD-
ROM and the expansion of cable television. Furthermore,
additional competition may arise from the Regional Bell Operating
Companies' ability to offer information services.
SNET Personal Vision, Inc.
On January 25, 1996, SNET Personal Vision, Inc. ("Personal
Vision"), a newly formed subsidiary, filed an application with
the DPUC for a certificate of public convenience and necessity to
offer cable television service throughout Connecticut. Personal
Vision will use I-SNET, a hybrid fiber coaxial network, to reach
customers with programming and pay-per-view services. I-SNET is
currently under construction and will be completed by 2009.
Service, pending regulatory approval, is expected to reach in
excess of 20% of Connecticut households by the end of 1997.
OTHER SERVICES
SNET Real Estate, Inc.
SNET Real Estate, Inc. ("Real Estate") was incorporated in 1983
under the laws of the State of Connecticut. Real Estate is the
owner of commercial property which it leases under operating
leases and is a 99% partner in a limited liability company that
also leases commercial property. Currently, Real Estate is
managing its existing portfolio and is not actively pursuing
additional real estate investments.
Real Estate faces a risk that real estate markets in which its
properties are located, primarily Connecticut, may further
deteriorate from their current value. This risk is minimized by
the conservative nature of Real Estate's portfolio, a majority of
which is leased to affiliates.
Holding Company
On February 15, 1995, the DPUC provided the Corporation greater
flexibility to diversify into new markets by lifting to 40% a
nine-year-old restriction that prevented the Corporation from
investing more than 25% of its total assets in unregulated
diversified activities without approval of the DPUC.
11
EMPLOYEE RELATIONS
The Corporation and its subsidiaries employed approximately 9,111
persons at February 29, 1996, of whom approximately 63% are
represented by the Connecticut Union of Telephone Workers, Inc.
("CUTW"), an unaffiliated union.
On April 12, 1995, a new labor contract was ratified by members
of the CUTW. As part of the new contract, a voluntary early-out
offer ("EOO"), which provided incentives in the form of enhanced
pension benefits, was available to bargaining-unit employees
during July 1995. Approximately 2,700 bargaining-unit employees,
or 40.7% of the total bargaining-unit work force, accepted the
offer at that time. As of December 31, 1995, 2,050 employees had
left the Corporation, with the remaining 650 employees to leave
no later than June 1996. CUTW members who remain with the
Corporation received a combination of basic wage and lump sum
increases to their wages or cash balance plan account totaling
4.0% in January 1996. In both January 1997 and January 1998,
they will receive a combination of basic wage and lump sum
increases totaling 3.0%. In addition, the contract also provides
a sign-on bonus and health benefit and pension enhancements. The
new labor agreement will expire on August 8, 1998. The contract
is intended to keep layoffs to a minimum while enabling the
Corporation to position itself to meet increasing competition.
In December 1993, the Corporation recorded a restructuring charge
to provide for a comprehensive restructuring program designed to
reduce costs and improve delivery of service. The program
included incremental costs to be incurred for employee
separations. Total employee separations under the restructuring
program are expected to approximate up to 4,000 employees.
Through December 1995, approximately 3,165 employees (715
management and 2,450 bargaining-unit employees, or 20.0% and
35.9% of the respective total work force at the inception of the
restructuring program) had left the Corporation. Total employee
separations through the end of 1995 were offset partially by an
increase in provisional employees and growth in the business
resulting in a net reduction in the Corporation's work force of
1,406 employees from 10,476 employees at year-end 1993 to 9,070
employees at year-end 1995.
Item 2. Properties
The principal properties of the Corporation do not lend
themselves to a detailed description by character and location.
The majority of telecommunications property, plant and equipment
of the Corporation is owned by the Telephone Company. Of the
Corporation's investment in telecommunications property, plant
and equipment at December 31, 1995, central office equipment
represented 40%; connecting lines not on customers' premises, the
majority of which are on or under public roads, highways or
streets and the remainder on or under private property,
represented 35%; land and buildings (occupied principally by
central offices) represented 12%; telephone instruments and
related wiring and equipment, including private branch exchanges,
substantially all of which are on the premises of customers,
represented 2%; and other, principally vehicles and general
office equipment, represented 11%.
Substantially all of the central office equipment installations
and administrative offices are located in Connecticut in
buildings owned by the Telephone Company situated on land which
it owns in fee. Many garages, service centers and some
administrative offices are located in rented quarters.
The Corporation has a significant investment in the properties,
facilities and equipment necessary to conduct its business with
the overwhelming majority of this investment relating to
telephone operations. Management believes that the Corporation's
facilities and equipment are suitable and adequate for the
business.
12
The buildout of I-SNET, a $4.5 billion investment over 15 years,
is expected to be completed by 2009. I-SNET, a statewide
telephony and information superhighway, is an advanced network
capable of delivering voice, video and a full range of
information and interactive multimedia services. I-SNET passed
approximately 170,000 households by December 1995 and brought
service to its first customer in October 1995. The Telephone
Company expects I-SNET to pass approximately 230,000 households
and provide telephony service on up to 80,000 lines by December
1996. The Telephone Company plans to support this investment
primarily through increased productivity from the new technology
deployed, ongoing cost-reduction initiatives and customer demand
for the new services offered.
Item 3. Legal Proceedings
The Corporation and certain of its subsidiaries are involved in
various claims and lawsuits that arise in the normal conduct of
their business. In the opinion of management, upon advice of
counsel, these claims will not have a material adverse effect on
the financial position, operating results or cash flows of the
Corporation or its subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders in the
fourth quarter of the fiscal year covered by this report.
13
Executive Officers of the Registrant (1)
(as of February 29, 1996)
Executive
Officer
Name Age(2) Position Since
Daniel J. Miglio 55 Chairman, President and
Chief Executive Officer 1/86
Jean M. LaVecchia 43 Senior Vice President-
Organization Development 8/94
Fred T. Page 49 Senior Vice President-
Network Services 2/96
Ronald M. Serrano 40 Senior Vice President-Communication,
Information and Entertainment Group 1/93
Donald R. Shassian 40 Senior Vice President and Chief
Financial Officer 12/93
(1) Executive officers subject to Section 16 of the Securities Exchange Act
of 1934.
(2) As of December 31, 1995.
Mr. Miglio, Ms. LaVecchia and Mr. Page have held high level
managerial positions with the Corporation or its subsidiaries for
more than the past five years. Mr. Serrano was a Vice President
of Mercer Management Consulting, Inc., (formerly Strategic
Planning Associates) for more than five years prior to joining
the Corporation. Mr. Shassian was a partner with Arthur Andersen
& Co., independent accountants, for more than five years prior to
joining the Corporation.
14
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
The common stock of the Corporation is listed on the New York and
Pacific stock exchanges and the number of holders of record,
computed on the basis of registered accounts, was 52,962 as of
February 29, 1996. Information with respect to the quarterly
high, low and closing sales price for the Corporation's common
stock and quarterly cash dividends declared is included in the
registrant's Annual Report to Shareholders on page 47 under the
caption "Market and Dividend Data" and is incorporated herein by
reference pursuant to General Instruction G(2).
Items 6 through 8.
Information required under Items 6 through 8 is included in the
registrant's combined Proxy Statement and 1995 Annual Report to
Shareholders dated March 20, 1996 on pages 22 through 46 in their
entirety and is incorporated herein by reference pursuant to
General Instruction G(2).
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
No changes in or disagreements with accountants on any accounting
or financial disclosure occurred during the period covered by
this report.
PART III
Items 10 through 13.
Information required under Items 10 through 13 is included in the
registrant's combined Proxy Statement and 1995 Annual Report to
Shareholders dated March 20, 1996 on pages 1 (commencing under
the caption "Proxy Information") through 5 and pages 8 through
11. Such information is incorporated herein by reference
pursuant to General Instruction G(3).
Information regarding executive officers of the registrant
required by Item 401(b) and (e) of Regulation S-K is included in
Part I of this Annual Report on Form 10-K, following Item 4.
15
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(a) Documents filed as part of the report: Page
(1) Report on Consolidated Financial Statements *
Report of Audit Committee *
Report of Independent Accountants *
Consolidated Financial Statements:
Consolidated Statements of (Loss) Income - for the years
ended December 31, 1995, 1994 and 1993 *
Consolidated Balance Sheets - as of
December 31, 1995 and 1994 *
Consolidated Statements of Changes in Shareholders'
Equity - for the years ended December 31, 1995,
1994 and 1993 *
Consolidated Statements of Cash Flows - for the years
ended December 31, 1995, 1994 and 1993 *
Notes to Consolidated Financial Statements *
(2) Consolidated Financial Statement Schedule for the year
ended December 31, 1995
Report of Independent Accountants 21
II - Valuation and Qualifying Accounts 22
Schedules other than those listed above have been omitted
because the required information is contained in the financial
statements and notes thereto, or because such schedules are
not applicable.
* Incorporated herein by reference to the appropriate portions
of the registrant's combined Proxy Statement and 1995
Annual Report to Shareholders dated March 20, 1996 [see Part II].
16
(3) Exhibits:
Exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto. Exhibits
numbered 10(iii)(A)1 through 10(iii)(A)15 are management contracts
or compensatory plans required to be filed as exhibits pursuant to
Item 14 (c) of Form 10-K.
Exhibit
Number
3a Amended and Restated Certificate of Incorporation
of the registrant as filed June 14, 1990 (Exhibit
3-A to Form SE dated 3/15/91, File No. 1-9157).
3b By-Laws of the registrant as amended and restated
through October 10, 1990 (Exhibit 3 to Form 8-K
dated 10/10/90, File No. 1-9157).
4a Rights Agreement dated February 11, 1987 between
Southern New England Telecommunications
Corporation and The State Street Bank and Trust
Company, as Rights Agent (Exhibit 1 to Form SE
dated 2/13/87-1, File No. 1-9157). Amendment No.
1 dated December 13, 1989 (Exhibit 4 to Form SE
dated 12/28/89, File No. 1-9157). Amendment No. 2
dated October 10, 1990 (Exhibit 4 to Form SE dated
10/12/90, File No. 1-9157).
4b Indenture dated December 13, 1993 between the
registrant and Fleet National Bank of Connecticut,
Trustee, issued in connection with the sale of
$200,000,000 of 6 1/8% Medium-Term Notes, Series C,
due December 15, 2003 and $245,000,000 of 7 1/4%
Medium-Term Notes, Series C, due December 15, 2033
(Exhibit 4b to 1994 Form 10-K dated 3/10/95, File No.
1-9157).
4c Indenture dated July 10, 1991 between the
registrant and Fleet National Bank of Connecticut,
Trustee, issued in connection with the sale of
$100,000,000 of 6 1/2% Medium-Term Notes, Series 2,
due August 15, 2000 and $200,000,000 of 7%
Medium-Term Notes, Series 2, due August 15, 2005.
10(iii)(A)1 SNET Short Term Incentive Plan as amended February
8, 1995 (Exhibit 10(iii)(A)1 to 1994 Form 10-K
dated 3/10/95, File No. 1-9157).
10(iii)(A)2 SNET Long Term Incentive Plan as amended March 1,
1993 (Exhibit 10(iii)(A)2 to 1992 Form 10-K dated
3/23/93, File No. 1-9157).
10(iii)(A)3 SNET Financial Counseling Program as amended
January 1987 (Exhibit 10-D to Form SE dated
3/23/87-1, File No. 1-9157).
10(iii)(A)4 Group Life Insurance Plan and Accidental Death and
Dismemberment Benefits Plan for Outside Directors
of SNET as amended July 1, 1986 (Exhibit 10-E to
Form SE dated 3/23/87-1, File No. 1-9157).
17
(3) Exhibits (continued):
Exhibit
Number
10(iii)(A)5 SNET Pension Benefit Plan as amended November 1,
1991 (Exhibit 10-A to Form SE dated 3/20/92, File
No. 1-9157). Amendment dated December 8, 1993
(Exhibit 10 (iii)(A)5 to 1993 Form 10-K dated
3/23/94, File No. 1-9157). Amendment dated
February 8, 1995 (Exhibit 10(iii)(A)5 to 1994 Form
10-K dated 3/10/95, File No. 1-9157). Amendments
effective December 13, 1995 and January 1, 1996 .
10(iii)(A)6 SNET Management Pension Plan as amended March 31,
1995. Amendments effective December 20, 1995
through April 1, 1996.
10(iii)(A)7 SNET Incentive Award Deferral Plan as amended
March 1, 1993 (Exhibit 10(iii)(A)7 to 1992 Form 10-K
dated 3/23/93, File No. 1-9157).
10(iii)(A)8 SNET Mid-Career Pension Plan as amended November
1, 1991 (Exhibit 10-D to Form SE dated 3/20/92,
File No. 1-9157). Amendment dated December 8,
1993 (Exhibit 10 (iii)(A)8 to 1993 Form 10-K dated
3/23/94, File No. 1-9157).
10(iii)(A)9 SNET Deferred Compensation Plan for Non-Employee
Directors as amended January 1, 1993 (Exhibit
10(iii)(A)9 to 1992 Form 10-K dated 3/23/93, File
No. 1-9157).
10(iii)(A)10 Change-in-Control Agreements (Exhibit 10-F to Form
SE dated 3/15/91, File No. 1-9157).
10(iii)(A)11 SNET 1986 Stock Option Plan as amended March 1,
1993 (Exhibit 10(iii)(A)11 to 1992 Form 10-K dated
3/23/93, File No. 1-9157).
10(iii)(A)12 SNET Retirement and Disability Plan for Non-
Employee Directors as amended April 14, 1993 (Exhibit
10(iii)(A)12 to 1993 Form 10-K dated 3/23/94, File No.
1-9157). Amendment dated January 1, 1994 (Exhibit
10(iii)(A)12 to 1994 Form 10-K dated 3/10/95, File No. .
1-9157).
10(iii)(A)13 SNET Non-Employee Director Stock Plan effective
January 1, 1994 (Exhibit 4.4 to Registration No.
33-51055, File No. 1-9157).
10(iii)(A)14 Description of SNET Executive Retirement Savings
Plan (Exhibit 10(iii)(A)14 to 1993 Form 10-K dated
3/23/94, File No. 1-9157).
10(iii)(A)15 SNET 1995 Stock Incentive Plan (Exhibit 4.4 to
Registration No. 33-64975, File No. 1-9157).
18
(3) Exhibits (continued):
Exhibit
Number
12 Computation of Ratio of Earnings to Fixed Charges.
13 Pages 22 through 47 of the registrant's combined
Proxy Statement and 1995 Annual Report to
Shareholders for the fiscal year ended December
31, 1995.
21 Subsidiaries of the Corporation.
23 Consent of Independent Accountants.
24a Power of Attorney.
24b Board of Directors' Resolution.
27 Financial Data Schedule.
99a Annual Report on Form 11-K for the plan year ended
December 31, 1995 for the SNET Management
Retirement Savings Plan will be filed as an
amendment prior to June 30, 1996.
99b Annual Report on Form 11-K for the plan year ended
December 31, 1995 for the SNET Bargaining Unit
Retirement Savings Plan will be filed as an
amendment prior to June 30, 1996.
The Corporation will furnish, without charge, to a shareholder
upon request a copy of the combined Proxy Statement and 1995
Annual Report to Shareholders, portions of which are incorporated
by reference, and will furnish any other exhibit at cost.
(b) Reports on Form 8-K:
On October 24, 1995, the Corporation and the Telephone Company
filed, separately, reports on Form 8-K, dated October 23, 1995
announcing the Corporation's financial results for the third
quarter of 1995.
On January 22, 1996, the Corporation and the Telephone Company
filed, separately, reports on Form 8-K, dated January 22,
1996, announcing the Corporation's 1995 financial results
including the fact that it discontinued the use of Statement
of Financial Accounting Standards No. 71, "Accounting for the
Effects of Certain Types of Regulation."
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
By /s/ Donald R. Shassian
Donald R. Shassian, Senior Vice President
and Chief Financial Officer March 20, 1996
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date
indicated.
PRINCIPAL EXECUTIVE OFFICER:
Daniel J. Miglio*
Chairman, President, Chief Executive Officer
and Director
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
Donald R. Shassian By /s/ Donald R. Shassian
Senior Vice President and (Donald R. Shassian,as attorney-
Chief Financial Officer in-fact and on his own behalf)
DIRECTORS:
William F. Andrews*
Richard H. Ayers*
Zoe Baird*
Robert L. Bennett*
Barry M. Bloom* March 20, 1996
Frank J. Connor*
William R. Fenoglio*
Claire L. Gaudiani*
James R. Greenfield*
Ira D. Hall*
Burton G. Malkiel*
Frank R. O'Keefe, Jr.* * by power of attorney
20
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of
Southern New England Telecommunications Corporation:
Our report on the consolidated financial statements of Southern
New England Telecommunications Corporation has been incorporated
by reference in this Form 10-K from the combined Proxy Statement
and 1995 Annual Report to Shareholders of Southern New England
Telecommunications Corporation on page 29 therein. In connection
with our audits of such financial statements, we have also
audited the related financial statement schedule for each of the
three years in the period ended December 31, 1995 listed in Item
14 (a) (2) of this Form 10-K.
In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included
therein.
Hartford, Connecticut COOPERS & LYBRAND L.L.P.
January 22, 1996
21
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(Dollars in Millions)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions
Balance at Balance at
beginning Charged to Charged to end of
Description of period expense other accounts Deductions period
Allowance for Uncollectible
Accounts Receivable:
Year 1995 $29.8 $23.1 $3.6 (a) $22.3 (b) $34.2
Year 1994 27.9 20.7 7.5 (a) 26.3 (b) 29.8
Year 1993 23.5 28.4 4.9 (a) 28.9 (b) 27.9
Allowance for Uncollectible
Direct-Financing Lease Notes Receivable:
Year 1995 $ 8.4 $ 1.4 $ - $ 0.1 (b) $ 9.7
Year 1994 11.7 1.7 - 5.0 (b) 8.4
Year 1993 8.2 15.6 - 12.1 (b) 11.7
Restructuring Charge:
Year 1995 $264.9 $ - $ - $187.9 (c) $ 77.0
Year 1994 355.0 - - 90.1 (c) 264.9
Year 1993 - 355.0 - - 355.0
(a) Includes amounts previously written off that were credited directly to
this account when recovered and miscellaneous amounts.
(b) Includes amounts written off as uncollectible.
(c) Includes non-cash amounts charged against the restructuring reserve of
$98.8 in 1995 and $26.5 in 1994, primarily net pension and postretirement
curtailment losses.
22
Exhibit Index
Exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto.
Exhibit
Number
3a Amended and Restated Certificate of Incorporation
of the registrant as filed June 14, 1990 (Exhibit
3-A to Form SE dated 3/15/91, File No. 1-9157).
3b By-Laws of the registrant as amended and restated
through October 10, 1990 (Exhibit 3 to Form 8-K
dated 10/10/90, File No. 1-9157).
4a Rights Agreement dated February 11, 1987 between
Southern New England Telecommunications
Corporation and The State Street Bank and Trust
Company, as Rights Agent (Exhibit 1 to Form SE
dated 2/13/87-1, File No. 1-9157). Amendment No.
1 dated December 13, 1989 (Exhibit 4 to Form SE
dated 12/28/89, File No. 1-9157). Amendment No. 2
dated October 10, 1990 (Exhibit 4 to Form SE dated
10/12/90, File No. 1-9157).
4b Indenture dated December 13, 1993 between the
registrant and Fleet National Bank of Connecticut,
Trustee, issued in connection with the sale of
$200,000,000 of 6 1/8% Medium-Term Notes, Series C,
due December 15, 2003 and $245,000,000 of 7 1/4%
Medium-Term Notes, Series C, due December 15, 2033
(Exhibit 4b to 1994 Form 10-K dated 3/10/95, File No.
1-9157).
4c Indenture dated July 10, 1991 between the
registrant and Fleet National Bank of Connecticut,
Trustee, issued in connection with the sale of
$100,000,000 of 6 1/2% Medium-Term Notes, Series 2,
due August 15, 2000 and $200,000,000 of 7%
Medium-Term Notes, Series 2, due August 15, 2005.
10(iii)(A)1 SNET Short Term Incentive Plan as amended February
8, 1995 (Exhibit 10(iii)(A)1 to 1994 Form 10-K
dated 3/10/95, File No. 1-9157).
10(iii)(A)2 SNET Long Term Incentive Plan as amended March 1,
1993 (Exhibit 10(iii)(A)2 to 1992 Form 10-K dated
3/23/93, File No. 1-9157).
10(iii)(A)3 SNET Financial Counseling Program as amended
January 1987 (Exhibit 10-D to Form SE dated
3/23/87-1, File No. 1-9157).
10(iii)(A)4 Group Life Insurance Plan and Accidental Death and
Dismemberment Benefits Plan for Outside Directors
of SNET as amended July 1, 1986 (Exhibit 10-E to
Form SE dated 3/23/87-1, File No. 1-9157).
10(iii)(A)5 SNET Pension Benefit Plan as amended November 1,
1991 (Exhibit 10-A to Form SE dated 3/20/92, File
No. 1-9157). Amendment dated December 8, 1993
(Exhibit 10 (iii)(A)5 to 1993 Form 10-K dated
3/23/94, File No. 1-9157). Amendment dated
February 8, 1995 (Exhibit 10(iii)(A)5 to 1994 Form
10-K dated 3/10/95, File No. 1-9157). Amendments
effective December 13, 1995 and January 1, 1996 .
10(iii)(A)6 SNET Management Pension Plan as amended March 31,
1995. Amendments effective December 20, 1995
through April 1, 1996.
10(iii)(A)7 SNET Incentive Award Deferral Plan as amended
March 1, 1993 (Exhibit 10(iii)(A)7 to 1992 Form 10-K
dated 3/23/93, File No. 1-9157).
10(iii)(A)8 SNET Mid-Career Pension Plan as amended November
1, 1991 (Exhibit 10-D to Form SE dated 3/20/92,
File No. 1-9157). Amendment dated December 8,
1993 (Exhibit 10 (iii)(A)8 to 1993 Form 10-K dated
3/23/94, File No. 1-9157).
10(iii)(A)9 SNET Deferred Compensation Plan for Non-Employee
Directors as amended January 1, 1993 (Exhibit
10(iii)(A)9 to 1992 Form 10-K dated 3/23/93, File
No. 1-9157).
10(iii)(A)10 Change-in-Control Agreements (Exhibit 10-F to Form
SE dated 3/15/91, File No. 1-9157).
10(iii)(A)11 SNET 1986 Stock Option Plan as amended March 1,
1993 (Exhibit 10(iii)(A)11 to 1992 Form 10-K dated
3/23/93, File No. 1-9157).
10(iii)(A)12 SNET Retirement and Disability Plan for Non-
Employee Directors as amended April 14, 1993 (Exhibit
10(iii)(A)12 to 1993 Form 10-K dated 3/23/94, File No.
1-9157). Amendment dated January 1, 1994 (Exhibit
10(iii)(A)12 to 1994 Form 10-K dated 3/10/95, File No. .
1-9157).
10(iii)(A)13 SNET Non-Employee Director Stock Plan effective
January 1, 1994 (Exhibit 4.4 to Registration No.
33-51055, File No. 1-9157).
10(iii)(A)14 Description of SNET Executive Retirement Savings
Plan (Exhibit 10(iii)(A)14 to 1993 Form 10-K dated
3/23/94, File No. 1-9157).
10(iii)(A)15 SNET 1995 Stock Incentive Plan (Exhibit 4.4 to
Registration No. 33-64975, File No. 1-9157).
12 Computation of Ratio of Earnings to Fixed Charges.
13 Pages 22 through 47 of the registrant's combined
Proxy Statement and 1995 Annual Report to
Shareholders for the fiscal year ended December
31, 1995.
21 Subsidiaries of the Corporation.
23 Consent of Independent Accountants.
24a Power of Attorney.
24b Board of Directors' Resolution.
27 Financial Data Schedule.
99a Annual Report on Form 11-K for the plan year ended
December 31, 1995 for the SNET Management
Retirement Savings Plan will be filed as an
amendment prior to June 30, 1996.
99b Annual Report on Form 11-K for the plan year ended
December 31, 1995 for the SNET Bargaining Unit
Retirement Savings Plan will be filed as an
amendment prior to June 30, 1996.
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000790650-96-000003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 23, 4:58:37.1pm ET 
